CHEBEAGUE TRANSPORTATION COMPANY BY-LAWS

As amended through NOVEMBER 14. 1986

ARTICLE I.

NAME, OFFICE. AND SEAL

The name of the corporation shall be Chebeague Transportation Co., and its location and principal office shall be in Portland. Maine, but the corporation may maintain other offices in such places as the Directors may determine. The seal of the corporation shall be circular in form and shall bear the words "MAINE" and "CHEBEAGUE TRANSPORTATION CO.,' but the same shall be changed at the pleasure of the Directors.

ARTICLE II.

Section 1. All meetings of the stockholders shall be held at the principal office of the corporation or other place in Maine stated in the call.

Section 2. The annual meeting of the stockholders of the corporation shall be held on the first Wednesday of July following July 4th, of each year at such hour as the notice therefore may designate. In the event that such annual meeting is omitted by oversight or otherwise on the date herein provided therefore, a subsequent meeting may be held in place thereof, and any business transacted or elections held at such meeting shall have the same effect as if transacted or held at the annual meeting. Such subsequent meeting shall be called in the same manner as provided for a special stockholders' meeting.

Section 3. Special meetings of the stockholders of the corporation shall be held whenever the President, the Directors, or the holder or holders or at least one-third of the shares issued and outstanding make application therefore to the Clerk, stating the time, place, and purpose of the meeting therefore.

Section 4. Notice of all stockholders' meetings stating the time and place and in cases of special meetings the objects for which such meetings are called, shall be sent by the Clerk by mail to each stockholder of record at his registered address, at least three days prior to the date of the meeting.

Any meeting where all stockholders are present, either in person or by proxy or of which there was not present waive notice in writing, shall be a legal meeting for the transaction of business notwithstanding that notice has not been given as herein before provided.

Section 5. At any meeting of the stockholders, holders of record of thirty (30) percent of the shares issued and outstanding represented in person or by proxy shall constitute a quorum for the consideration of any question, but a less interest may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice, and when a quorum is present a majority of the shares represented thereat shall decide any question brought before such meeting. unless otherwise provided by law, or these By-Laws.

Section 6. stockholders of record may vote at any meeting either in person or by proxy in writing granted not more than six months prior to the meeting named therein, which shall be filed with the Clerk at the meeting before being voted. They may also vote by general Power of Attorney produced at the meeting until it is revoked.

ARTICLE III.

Section 1. The Board of Directors shall consist of twelve persons each of whom shall serve for three years. At each annual meeting, or at any meeting held in place of such annual meeting as herein before provided, there shall be elected three Directors to fill the three vacancies which have occurred. (Upon the acceptance of this amendment (in 1980) the nine Directors elected at such annual meeting shall draw lots to determine which three shall serve three years, which three shall serve two years, and which three shall serve one year from the date of this election). Directors need not be stockholders. The Directors shall annually, after their own election, chose from their number a President and Treasurer. The President shall be limited to three successive terms of one year each. The same person may hold any two offices unless otherwise provided by law. The stockholders shall elect at their annual meeting a Clerk who shall be a resident of the State of Maine. The officers of the corporation shall continue in office until their successors in office are elected to qualify in their stead. The Directors in their discretion may elect one or more vice presidents and such additional officers and agents as they may deem advisable and may define their duties.

The Board of Directors shall appoint a nominating committee of three persons no later than sixty days prior the regularly scheduled annual meeting. The function of this committee shall be to nominate at least as many persons as there are vacancies on the Board.

Directors nominated from the floor at the annual meeting must either be present or have submitted a signed letter to the Board indicating their willingness to be nominated.

Directors elected at the annual meeting in 1983 and thereafter shall be limited to three successive terms of three years each from the date of such election.

Section 2. The Directors shall have the management and entire control of the property and business affairs of the corporation and shall meet at such times and places as they may determine or at the call of the President or any two members of the Board reasonable notice thereof being given to each Director, or any time without formal notice provided all the Directors are present or subsequent to such meeting. Any Directors may waive notice of any meeting. The notice of the meeting may be given by the person calling the meeting or by the Clerk. A majority of the Directors shall constitute a quorum for the transaction of business.

The Directors shall have, besides general authority to manage the business of the corporation, power to sell and dispose of its capital stock, to invest capital as they may deem for its best interest, to appoint agents and employees and fix and alter their powers, duties and compensation and the compensation of the officers of the corporation, including their own compensation, to dispose of, pledge, mortgage and convey its property, to declare dividends out of the net profits whenever they shall deem it expedient, and generally to do any act which the corporation is authorized to perform. The Directors are authorized to obtain liability insurance covering the official corporate duties and responsibilities of its directors and officers.

Section 3. The President shall be the Chief Executive of the corporation and shall preside at all meetings of the stockholders and Directors when present. at which meetings he shall have a right to vote and shall perform all the duties commonly incident to his office and such other duties as these By-Laws or the Directors shall designate including the signing of contracts on behalf of the corporation.

Section 4. The Treasurer shall have the care and custody of the funds and any securities of the corporation, shall keep or caused to be kept accurate books of account, shall, except for the authority given the president of the corporation by these By-Laws or by action of the Directors, sign all checks. drafts. or orders for the payment of money, and shall sign all notes given by the corporation and shall perform all other duties commonly incident to this office or as shall be prescribed by the Board of Directors or these By-Laws. He may be required to give bond for the faithful discharge of his duties in such form, in such sum with such sureties as the Directors shall require. In the event of the absence or the disability of the Treasurer, the President shall perform all the duties commonly incident to the office of Treasurer.

Section 5. The Clerk shall be present at all meetings of the stockholders and the Clerk shall be present at meetings of the Directors. He shall keep an accurate record of the proceedings of such meetings in books provided for the purpose, which book shall be open at all reasonable times to the inspection of any stockholder, and shall perform such other duties and have such other further powers as the Directors shall from time to time designate. In the absence of the Clerk at any meeting of the stockholders or at any meeting of the Directors, a Clerk Pro Tempore shall be chosen who shall record the proceedings of such meeting in the foresaid books. The Clerk shall be sworn.

Section 6. The Board of Directors shall have full power. pursuant to Title 13-A. Maine Revised Statutes. #713. as amended from time to time to designate, by resolution adopted by a majority of the directors then in office, from among its members. an Executive Committee or committees, each consisting of three or more directors. The Board may delegate to such Committee or Committees all the authority of the Board of Directors, except that no such Committee or Committees shall have or exercise the authority of the Board of Directors to:

1. Amend the Articles of Incorporation;

2. Adopt a plan of merger or consolidation;

3. Recommend to the shareholders the sale or other disposition of all or substantially all of the property and assets of the corporation;

4. Recommend to the shareholders a voluntary dissolution of the corporation;

5. Declare corporate distributions;

6. Amend the By-Laws of the corporation.

So far as applicable the provisions of the Articles of Incorporation and these By-Laws relating to the conduct of meetings of the Board of Directors shall govern meetings of the Executive Committee or Committees. At any time. the Board of Directors may designate from among its members one or more alternate members of such Committee or Committees.

ARTICLE IV.

VACANCIES

If the office of any Director, or officer, or agent, one or more, becomes vacant by reason of death, resignation, removal or otherwise, the remaining Directors, though less than a quorum, may by a majority vote, chose a successor or successors, who shall hold office for the unexpired term. Vacancies in the Board of Directors or other office may also be filled for an unexpired term by the stockholders at a meeting called for the purpose, unless such vacancy shall be filled by the Directors.

ARTICLE V.

SHARES

Section 1. The total number of shares of the corporation is ten thousand (10,000) shares of common stock of $10.00 par value, shares may be transferred at any time by the holders thereof or by their attorney legally constituted or by their legal representatives in the manner provided by law, provided that no transfer shall affect the right of the corporation to pay any dividend upon the shares, or to treat the holders of record as the holders in fact, or otherwise affect the right of the corporation until such transfer is recorded upon the books of the corporation, or a new certificate shall be issued to the person to whom it has been so transferred. The old certificate shall be surrendered before a new certificate in lieu thereof shall be issued unless ordered by the Board of Directors.

Section 2. The shares of this corporation shall be forever non-assessable.

Section 3. Certificates of stock shall be of such form and device as the Board of Directors shall determine and shall be signed by the President and by the Treasurer and sealed by the President or Treasurer with the seal of the corporation. In case of the absence or disability of either of said officers the signatures of a majority of the Directors instead is sufficient. In case of the loss, mutilation or destruction of a stock certificate, a duplicate certificate may be issued upon such terms as the Directors may prescribe. The stock certificate book shall have in its margin a record of the persons expressed on the certificates as the holder thereof.

ARTICLE VI.

AMENDMENTS

These By-Laws, except the provision of Article V. (declaring the shares of the corporation to be forever non-assessable) may be altered, amended or repealed at any annual or special meeting of the stockholders by vote of two-thirds of the capital stock represented in person or by proxy at any annual or special meeting, provided that in the notice of such meeting a notice of such intended alteration, amendment or repeal is given.

Any proposed amendment to the By-Laws offered by a shareholder and received by the Board of Directors at least 45 days prior to the annual meeting (the first Wednesday of July following July 4) must be presented in the notice of annual meeting and must be acted upon at the annual meeting. The position of the Board of Directors must also appear in the notice of the annual meeting.

Any proposed amendment originating from the Board of Directors must appear in the notice of the annual meeting.

Adopted November 14, 1986

For more information, call CTC at 207-846-3700 or send e-mail to: ctc@nlis.net.

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